The Company's third-quarter sales of $270.3 million declined 4 percent sequentially and were 1 percent lower than sales of $273.1 million in the same quarter a year ago. Third-quarter net income of $23.4 million, or $0.17 per diluted share, included amortization of intangible assets of $11.7 million and integration-related costs of $2.1 million associated with the April 30, 2014 acquisition of ATMI, Inc. Non-GAAP net income was $32.4 million, or $0.23 per diluted share.

For the first nine months of fiscal 2015, sales of $814.3 million increased 1 percent from the same period a year ago on a pro forma basis despite the negative impact of foreign currency. Net income for the first nine months of fiscal 2015 was $62.7 million, or $0.44 per diluted share, which included amortization of intangible assets of $35.9 million and integration-related costs of $7.1 million. Non-GAAP net income for the first nine months of fiscal 2015 was $91.8 million, or $0.65 per diluted share.

Bertrand Loy, president and chief executive officer, said: "During the third quarter we experienced soft industry conditions as some customers reduced their IC production and capex levels in line with lower market demand. In light of the challenging environment, we performed well and achieved our target operating model. We paid down an additional $25 million of debt in the quarter, fulfilling our commitment at the time of the ATMI acquisition to repay $150 million of debt by the end of 2015."

Quarterly Financial Results Summary

(in millions, except per share data)

GAAP Results

Q3-2015

Q3-2014

Q2-2015

Net sales

$

270,253

$

273,054

$

280,709

Operating income (loss)

31,066

5,368

39,347

Operating margin

11.5

%

2.0

%

14.0

%

Net income (loss)

$

23,403

$

(1,068

)

$

24,448

Earnings (loss) per share (EPS)

$

0.17

$

(0.01

)

$

0.17

Non-GAAP Results

Non-GAAP adjusted operating income

$

44,814

$

49,886

$

53,671

Adjusted operating margin

16.6

%

18.3

%

19.1

%

Non-GAAP net income

$

32,444

$

28,823

$

33,903

Non-GAAP EPS

$

0.23

$

0.21

$

0.24

Fourth-Quarter Outlook

For the fiscal fourth quarter ending December 31, 2015, the Company expects sales of $250 million to $265 million, net income of $13 million to $19 million, and net income per diluted share of $0.09 to $0.13 per share. On a non-GAAP basis, EPS is expected to range from $0.15 to $0.19 per diluted share, which reflects net income on a non-GAAP basis in the range of $21 million to $27 million, which is adjusted for expected amortization expense of approximately $11.7 million and integration expense of $0.7 million totaling approximately $12.4 million or $0.06 per share.

Segment Results

The Company reports its results in two business segments: Critical Materials Handling (CMH) and Electronic Materials (EM). Summary results by segment are contained in this press release.CMH provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH's products and subsystems include high-purity materials packaging, fluid-handling and dispensing systems, liquid filters, as well as microenvironments that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for use in high-temperature applications.

Third-Quarter Results Conference Call DetailsEntegris will hold a conference call to discuss its results for the third quarter today, Thursday, October 22, 2015, at 10:00 a.m. Eastern Time. Participants should dial 785-424-1667 or toll-free 877-876-9176, referencing confirmation code 8512199. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. A replay of the call will be available starting October 22, 2015 at 1:00 p.m. (ET) until Friday, December 4, 2015. The replay can be accessed by using passcode 8512199 after dialing 719-457-0820 or 888-203-1112. A live and on-demand webcast of the call can also be accessed from the investor relations section of Entegris' website at www.entegris.com.

ABOUT ENTEGRIS Entegris is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. On April 30, 2014, Entegris acquired Danbury, CT-based ATMI, Inc. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.

Non-GAAP InformationThe Company's condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered "Non-GAAP financial measures" under the rules and regulations of the SEC. These financial measures are provided as a complement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to better assess and measure operating performance. Management believes the non-GAAP measures better portray our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors' overall understanding of our results by providing a higher degree of transparency for certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The reconciliations of GAAP to non-GAAP Statements of Operations, GAAP to Adjusted Operating Income and Adjusted EBITDA, and GAAP to Non-GAAP Earnings per Share are included elsewhere in this release.

In addition we have included pro forma segment net sales and segment profit for the Critical Materials Handling and Electronic Materials business segments for the nine months ended September 27, 2014. Our pro forma presentation includes transactions (i) recorded by ATMI, Inc. prior to its merger with the Company and (ii) as if those business segments were configured during those prior periods to include the businesses included in those segments during the nine months ended September 27, 2014. We have provided this non-GAAP pro forma information to provide investors with comparative historical context for the performance of these business segments during the nine months ended September 27, 2014. Footnotes to the Historical Non-GAAP Pro Forma Segment Information table provided elsewhere in this release reconcile this information to the corresponding GAAP information.

Forward-Looking Statements Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as "anticipate," "believe," "estimate," "expect," "forecast," "may," "will," "should" or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris' stock, Entegris' future operating results, Entegris' ability to successfully integrate the ATMI business and achieve anticipated synergies, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris' periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings "Risks Relating to our Business and Industry," "Additional Risks Related to Our Business," "Risks Relating to Our Indebtedness," "Manufacturing Risks," "International Risks," and "Risks Related to Owning Our Securities" in Item 1A of our Annual Report on Form 10—K for the fiscal year ended December 31, 2014, filed with the U.S Securities and Exchange Commission on February 26, 2015, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three months ended

September 26, 2015

September 27, 2014

June 27, 2015

Net sales

$

270,253

$

273,054

$

280,709

Cost of sales

153,943

174,311

152,622

Gross profit

116,310

98,743

128,087

Selling, general and administrative expenses

46,730

55,820

50,270

Engineering, research and development expenses

26,841

24,427

26,542

Amortization of intangible assets

11,673

13,128

11,928

Operating income

31,066

5,368

39,347

Interest expense, net

9,201

10,096

9,715

Other (income) expense, net

(5,624

)

110

(1,109

)

Income (loss) before income tax expense (benefit) and equity in net loss of affiliate

27,489

(4,838

)

30,741

Income tax expense (benefit)

4,018

(3,810

)

6,245

Equity in net loss of affiliates

68

40

48

Net income (loss)

$

23,403

$

(1,068

)

$

24,448

Basic net income (loss) per common share:

$

0.17

$

(0.01

)

$

0.17

Diluted net income (loss) per common share:

$

0.17

$

(0.01

)

$

0.17

Weighted average shares outstanding:

Basic

140,555

139,480

140,307

Diluted

141,317

139,480

140,993

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Nine months ended

September 26, 2015

September 27, 2014

Net sales

$

814,335

$

690,436

Cost of sales

453,402

431,673

Gross profit

360,933

258,763

Selling, general and administrative expenses

147,890

172,954

Engineering, research and development expenses

79,183

61,698

Amortization of intangible assets

35,908

24,854

Contingent consideration fair value adjustment

-

(1,282

)

Operating income

97,952

539

Interest expense, net

28,544

22,247

Other (income) expense, net

(8,466

)

1,639

Income (loss) before income tax expense (benefit) and equity in net loss of affiliate

77,874

(23,347

)

Income tax expense (benefit)

14,933

(22,012

)

Equity in net loss of affiliates

218

90

Net income (loss)

$

62,723

$

(1,425

)

Basic net income (loss) per common share:

$

0.45

$

(0.01

)

Diluted net income (loss) per common share:

$

0.44

$

(0.01

)

Weighted average shares outstanding:

140,282

139,215

Basic

141,016

139,215

Diluted

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

September 26, 2015

December 31, 2014

ASSETS

Cash and cash equivalents

$

301,061

$

389,699

Short-term investments

2,178

4,601

Accounts receivable, net

184,297

153,961

Inventories

188,439

163,125

Deferred tax assets, deferred tax charges and refundable income taxes

27,877

30,556

Other current assets

20,392

23,713

Total current assets

724,244

765,655

Property, plant and equipment, net

315,695

313,569

Goodwill

341,305

340,743

Intangible assets, net

269,895

308,554

Deferred tax assets — non-current

5,183

5,068

Other

22,126

28,502

Total assets

$

1,678,448

$

1,762,091

LIABILITIES AND SHAREHOLDERS' EQUITY

Long-term debt, current maturities

$

50,000

$

100,000

Accounts payable

53,823

57,417

Accrued liabilities

96,292

91,551

Income tax payable and deferred tax liabilities

8,950

13,552

Total current liabilities

209,065

262,520

Long-term debt, excluding current maturities

617,130

666,796

Other liabilities and deferred tax liabilities

82,118

84,334

Shareholders' equity

770,135

748,441

Total liabilities and shareholders' equity

$

1,678,448

$

1,762,091

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended

Nine months ended

September 26, 2015

September 27, 2014

September 26, 2015

September 27, 2014

Operating activities:

Net income (loss)

$

23,403

$

(1,068

)

$

62,723

$

(1,425

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation

13,356

14,130

40,080

33,005

Amortization

11,673

13,128

35,908

24,854

Share-based compensation expense

2,975

2,358

8,120

6,513

Charge for fair value mark-up of acquired inventory sold

-

24,293

-

48,586

Provision for deferred income taxes

(441

)

(3,315

)

2,594

(28,782

)

Other

2,071

2,129

7,569

7,036

Changes in operating assets and liabilities:

Trade accounts and notes receivable

(9,426

)

2,970

(38,020

)

(21,299

)

Inventories

(11,050

)

(1,075

)

(39,550

)

(8,078

)

Accounts payable and accrued liabilities

21,702

15,330

12,576

27,929

Income taxes payable and refundable income taxes

(3,283

)

(4,653

)

(3,647

)

(3,153

)

Other

(18,394

)

3,524

(19,653

)

6,034

Net cash provided by operating activities

32,586

67,751

68,700

91,220

Investing activities:

Acquisition of property and equipment

(21,466

)

(15,068

)

(55,696

)

(44,013

)

Acquisition of business, net of cash acquired

-

(450

)

-

(809,390

)

Proceeds from sale of and maturities of short-term investments

504

2,977

2,111

8,888

Other

29

162

347

(6,957

)

Net cash used in investing activities

(20,933

)

(12,379

)

(53,238

)

(851,472

)

Financing activities:

Payments on long-term debt

(25,000

)

(25,000

)

(100,000

)

(62,500

)

Proceeds from long-term debt

-

-

-

855,200

Payments for debt issue costs

-

-

-

(20,747

)

Issuance of common stock

1,634

1,202

2,608

1,705

Taxes paid related to net share settlement of equity awards

(55

)

(259

)

(2,458

)

(2,290

)

Other

313

(64

)

665

763

Net cash (used in) provided by financing activities

(23,108

)

(24,121

)

(99,185

)

772,131

Effect of exchange rate changes on cash

(1,226

)

(7,741

)

(4,915

)

(5,812

)

(Decrease) increase in cash and cash equivalents

(12,681

)

23,510

(88,638

)

6,067

Cash and cash equivalents at beginning of period

313,742

366,983

389,699

384,426

Cash and cash equivalents at end of period

$

301,061

$

390,493

$

301,061

$

390,493

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

Three months ended

Nine months ended

Net sales

September 26, 2015

September 27, 2014

June 27, 2015

September 26, 2015

September 27, 2014

Critical Materials Handling

$

166,043

$

165,368

$

174,253

$

507,764

$

487,757

Electronic Materials

104,210

107,686

106,456

306,571

202,679

Total net sales

$

270,253

$

273,054

$

280,709

$

814,335

$

690,436

Three months ended

Nine months ended

Segment profit

September 26, 2015

September 27, 2014

June 27, 2015

September 26, 2015

September 27, 2014

Critical Materials Handling

$

37,109

$

35,520

$

43,732

$

122,182

$

107,115

Electronic Materials

23,919

33,316

28,559

72,700

59,728

Total segment profit

61,028

68,836

72,291

194,882

166,843

Charge for fair value mark-up of acquired inventory

-

24,293

-

-

48,586

Amortization of intangibles

11,673

13,128

11,928

35,908

24,854

Contingent consideration fair value adjustment

-

-

-

-

(1,282

)

Unallocated expenses

18,289

26,047

21,016

61,022

94,146

Total operating income

$

31,066

$

5,368

$

39,347

$

97,952

$

539

Entegris, Inc. and Subsidiaries

Historical Non-GAAP Pro Forma Segment Information

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

Segment Net Sales (a)

September 26, 2015As Reported

September 27, 2014As Reported

September 26, 2015As Reported

September 27, 2014Pro Forma(1)

Critical Materials Handling

$

166,043

$

165,368

$

507,764

$

500,946

Electronic Materials

104,210

107,686

306,571

303,755

Total segment net sales

$

270,253

$

273,054

$

814,335

$

804,701

Segment profit (b)

Critical Materials Handling

$

37,109

$

35,520

$

122,182

$

111,149

Electronic Materials

23,919

33,316

72,700

86,167

Total segment profit

$

61,028

$

68,836

$

194,882

$

197,316

(1)The above pro forma results include the addition of ATMI, Inc.'s net sales and segment profit amounts recorded prior to the consummation of the merger with the Company on April 30, 2014 to the Company's reported GAAP net sales and segment profit amounts related to businesses that were transferred to the above business segments after the effectiveness of the merger and are provided as a complement to, and should be read in conjunction with, the Condensed Consolidated Statements of Operations to better facilitate the assessment and measurement of the Company's operating performance.

The above GAAP to Non-GAAP Pro Forma Segment Information is reconciled to the Company's GAAP figures for the quarters ended September 27, 2014 as follows:

(a) The above pro forma segment sales include amounts for the nine months ended September 27, 2014, representing the Company's previously reported sales plus the sales of ATMI, Inc. reported prior to the consummation of the merger with the Company on April 30, 2014 as such sales are not included in the Company's financial statements. CMH sales made by ATMI Inc. prior to the merger were $13.2 million for the nine months ended September 27, 2014. EM sales made by ATMI Inc. prior to the merger were $101.1 million for the nine months ended September 27, 2014.

(b) The above pro forma segment profit figures include amounts for the quarter ended September 27, 2014, representing the Company's previously reported segment profit figures plus the segment profit of ATMI, Inc. reported prior to the consummation of the merger with the Company on April 30, 2014, as such segment profits are not included in the Company's financial statements. CMH segment profits made by ATMI Inc. prior to the merger were $4.0 million for the nine months ended September 27, 2014. EM segment profits made by ATMI Inc. prior to the merger were $26.4 million for the nine months ended September 27, 2014.

(c) Segment profit is defined as net sales less direct segment operating expenses, excluding certain unallocated expenses, consisting mainly of general and administrative costs for the Company's human resources, finance and information technology functions as well as interest expense, amortization of intangible assets, charges for the fair value write-up of acquired inventory sold and contingent consideration fair value adjustments.

Entegris, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation of Statement of Operations

(In thousands, except per share data)

(Unaudited)

Three months ended September 26, 2015

Nine months ended September 26, 2015

U.S. GAAP

Adjustments

Non-GAAP

U.S. GAAP

Adjustments

Non-GAAP

Net sales

$

270,253

$

-

$

270,253

$

814,335

$

-

$

814,335

Cost of sales

153,943

-

153,943

453,402

-

453,402

Gross profit

116,310

-

116,310

360,933

-

360,933

Selling, general and administrative expenses (a)

46,730

(2,075

)

44,655

147,890

(7,083

)

140,807

Engineering, research and development expenses

26,841

-

26,841

79,183

-

79,183

Amortization of intangible assets (b)

11,673

(11,673

)

-

35,908

(35,908

)

-

Operating income

31,066

(13,748

)

44,814

97,952

(42,991

)

140,943

Interest expense, net

9,201

-

9,201

28,544

-

28,544

Other income, net (c)

(5,624

)

50

(5,574

)

(8,466

)

(567

)

(9,033

)

Income before income tax expense and equity in net loss of affiliate

27,489

(13,698

)

41,187

77,874

(43,558

)

121,432

Income tax expense (d)

4,018

4,657

8,675

14,933

14,488

29,421

Equity in net loss of affiliates

68

-

68

218

-

218

Net income

$

23,403

$

9,041

$

32,444

$

62,723

$

29,070

$

91,793

Basic income per common share:

$

0.17

$

0.06

$

0.23

$

0.45

$

0.21

$

0.65

Diluted income per common share:

$

0.17

$

0.06

$

0.23

$

0.44

$

0.21

$

0.65

Weighted average shares outstanding:

Basic

140,555

140,555

140,555

140,282

140,282

140,282

Diluted

141,317

141,317

141,317

141,016

141,016

141,016

The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided as a complement to and should be read in conjunction with the Condensed Consolidated Statements of Operations. The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided to facilitate a better assessment and measurement of the Company's operating performance.

(a) Non-GAAP selling, general and administrative expense for the three and nine months ended September 26, 2015 is adjusted for $2.1 million and $7.1 million, respectively, for integration costs related to the ATMI, Inc. acquisition.

(b) Non-GAAP amortization expense for the three and nine months ended September 26, 2015 is adjusted for $11.7 million and $35.9 million, respectively, for amortization expense related to the ATMI and prior acquisitions.

(c) Non-GAAP other income, net for the three and nine months ended September 26, 2015 is adjusted for ($0.1) million and $0.6 million, respectively, for net (gain) loss on impairment or sale of investment.

(d) Non-GAAP income tax expense for the three and nine months ended September 26, 2015 is adjusted for $4.7 million and $14.5 million related to the adjustments noted above.

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA